


Clockwork Romance

by patdkitten



Category: Bandom, Panic At The Disco
Genre: Alternate Universe - Steampunk, M/M, cat!Ryan
Language: English
Status: Completed
Published: 2012-09-04
Updated: 2012-09-04
Packaged: 2017-11-13 12:47:53
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 10,182
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/503696
Author URL: https://archiveofourown.org/users/patdkitten/pseuds/patdkitten
Summary: <blockquote class="userstuff">
              <p>Spencer Smith is a watchmaker and clockwork inventor who specializes in toys made to amuse children. His personal favorite is a graceful ballerina who unwinds herself from a flower to pirouette, bow to her audience and twist herself back into her flower. When a young lord comes in, interested in seeing the ballerina and hoping she's for sale, Spencer's cat (a snarky, sarcastic creature named Ryan who enjoys wearing goggles and clockwork wings) reminds Spencer of his childhood friend, another young lord named Brendon Urie.</p>
            </blockquote>





	Clockwork Romance

The early sunlight filtered through the storefront window, picking up dust in the air even as it glinted and shone off the completed works of clockwork art that lined the walls and the unfinished bric-a-brac that cluttered a portion of the counter.

The scene was idyllic in its simplicity: as untarnished as a newly made pocket watch in the early morning.

A mouse stuck its tiny nose out of its hole hidden behind the counter, sniffing at the air cautiously before it emerged. The creature looked both ways warily as it made its way along the wall in search of some small tidbit that would suit it for breakfast.

It didn’t get very far – just to the end of the counter itself, so far over the mouse’s head – before something heavy fell from the sky. The mouse scurried back to its hole, making it just in time before the cat could catch it.

The cat, for his part, was furious. He glowered at the hole, trying to get his paw inside it so his claws could dig into soft, yielding mouse-flesh and ignored the footsteps coming down the stairs.

“Bloody hell, Ryan, you make so much noise for such a tiny cat,” Spencer Smith snarled, scooping up the cat and carrying it upstairs. Ryan shifted himself so he could hang his front paws over his master’s shoulder and glowered the whole way upstairs.

Ryan glowered as he was placed on the floor inside the small apartment above the watchmaker’s shop that Spencer called home. He glowered as Spencer went through his morning routine, and he continued to do so as Spencer fired up his stove to make himself his morning tea. Ryan’s glowering only stopped when an air draft threatened to ruin his perfectly fluffy brown coat, if only to furiously lick his fur back into perfect submission. When his bath was complete and he could go back to glowering at nothing and everything, Ryan found a saucer of warm tea mixed with cream – his favorite – and some turkey that had been left over from Spencer’s dinner the night before.

“When cats finally regain their rightful place in the world, you will be spared from the factories,” the cat commented, settling himself in with the offerings and finding them suitable to his palate.

“The factories now, is it?” Spencer raised an eyebrow, using the full length mirror that had been affixed to the inner door of his wardrobe. “Your feline plans have changed then?”

Ryan chose not to respond to the taunt, pinning his tail with one paw and smoothing down the tip. He’d gotten tea on it and that would just not _do_ for a respectable cat like himself.

Spencer was used to such behavior from his pet cat and scooped Ryan up again as he headed back downstairs. Ryan gave him a disgruntled look as he was deposited on the counter, before turning his attention to the fur Spencer had disheveled while Spencer went to open the door to his shop.

No sooner had the doors opened, it seemed, than the store quickly grew busy. Most of the people that came into The Clockwork Rabbit only wanted to get a better look at the small gadgets that sat in the window to entice passersby to come in: here was a life-sized clockwork bunny that hopped under its own power, there was an elegant flower whose inner workings allowed the flower to turn into a graceful ballerina who did a few pirouettes before bowing and twisting itself back into a flower once more.

Of all the toys and gadgets in The Clockwork Rabbit, the ballerina was Spencer’s personal favorite. The schematics for her had been the last thing that Spencer’s father, God rest his soul, had designed and drawn before the sickness had taken him. He’d finished the plans, but had never made the toy. She, and her two sisters, had been the first thing Spencer had made on his own after his father’s passing. The two sisters had gone to Spencer’s younger sisters, and the elder now danced in the window for interested patrons to observe. He’d gotten plenty of offers for her, and it wasn’t that he was loath to part with her, even though he was sentimental about her. After all, he could always make more; his father had willed him the plans for her, along with all the plans he’d ever designed and The Clockwork Rabbit itself. It was just, Spencer was looking for a certain type of person to own the little ballerina.

So patrons of The Clockwork Rabbit came in, watched the ballerina do her dance and fold back into her flower, dreamed about owning her for their very own, and either left or bought something else.

Spencer helped his customers as they needed him, pairing up more than one of them with things they hadn’t even known they wanted and retreated to sketch more toys and other wonders when he wasn’t needed. As the day wore on, Ryan started off lounging on the counter, submitting to more than one tug from an overly excited child; before he retreated to his favorite spot: a small unused shelf in the store window that got just the right amount of sunlight no matter the time of day, from where he could survey his territory like the proud hunter he was.

The rush died around mid-afternoon, as it usually did, and Spencer was considering closing the store for an hour or so to make himself lunch when the chimes on the door tinkled as someone came in. In the way that only cats could, Ryan’s head automatically came up at the sound, watching the newcomer lazily as he approached the front window.

Spencer came around the counter, walking toward the customer. As he did so, he took in the rich cut of the young man’s clothing. The man’s coat was cut just right, fitting right where it should, and was the right shade of black that was currently in fashion while Queen Victoria mourned her late husband. The man’s slacks were the same shade of black, and as the young man turned toward Spencer with a friendly smile, he could see that the black was offset by the man’s white shirt and dark red waistcoat. Smart riding boots, a black top hat with brass goggles resting jauntily around it, and the silver chain of a pocket watch hidden in a pocket of the waistcoat completed the picture. There was something in the young man’s face that sparked a memory in Spencer’s mind, but he couldn’t catch it fast enough.

“Can I help you?”

The young man’s eyes turned up toward Ryan as the feline adjusted itself, clearly bored once more, before the young man turned back to Spencer, still smiling. “I was wondering if I could see the flower you’ve got displayed in your window.” He indicated it as if he thought Spencer wouldn’t know which one he was talking about.

Spencer smiled, carefully picking up the clockwork toy in question and winding the key. “She’s actually a ballerina.” As he said it, he set the flower back down and the young man beside him watched with wide eyes as the ballerina raised herself up and danced her dance before she graciously bowed to them both and folded back into her flower.

“Oh, she’s beautiful,” the young man whispered, crouching down to bring himself on a level with the toy. “Could I see her again?”

Pleasantly surprised by the childlike wonder of the young man next to him, and Spencer would guess the young man couldn’t have been much older than Spencer’s own twenty two years, he wound the ballerina back up and watched her go through her steps. As she moved, Spencer heard the young man humming in time to the little ballerina’s steps, as if he could hear the music she heard as she turned.

After a third time of watching the ballerina dance, and Spencer finding himself unable to stop himself from watching her with the same childlike wonder, the young man straightened up, looking like he’d just emerged from a pleasant dream.

“I don’t suppose she’s for sale?” the young man said, turning toward Spencer with a hopeful look. “She looks like she means a lot to you.”

Out of the corner of his eye, Spencer could see Ryan’s head pop up at the question. He was surprised when the answer came easily: “She is. Would you like to buy her? Or would you like me to make a new one for you? That’s no trouble.”

The young man’s eyes widened in disbelief, and suddenly Spencer realized why saying yes to this young man had been so easy: he’d viewed the ballerina with the same reverence Spencer felt for her. “Really? You’d make one just for me?”

“Absolutely.” Spencer smiled, indicating the counter. “Let’s talk colors, shall we? Before anything else.”

Following one of the easiest conversations Spencer had ever had with a customer, he had a complete description for the young man’s ballerina: he wanted her dress to be in shades of blue and green, so when she moved, it looked like the ocean. He’d never seen the ocean, the young man had admitted shyly; he dreamed that he would, one day, but for now, his new ballerina would help that dream. During the conversation, Ryan had jumped from his perch and resettled himself on the counter, watching the pair of them through slitted lids.

“I have a question, though,” the young man asked when his order had been completed, with the exception of the price and where Spencer was to deliver the finished project. Before Spencer could respond, the young man had crossed back to the window and reverently picked up the ballerina to bring her back over. With equal reverence, he turned her key and the three of them watched her dance. “I wonder what she’s dancing to. She’s so happy with music only she can hear.”

Spencer was about to say that he’d never given it much thought before, because he hadn’t, but something in the dreamy smile that the young man was giving the clockwork toy gave him pause. “I don’t know, but if I remember her plans correctly, there’s a small area where a music box could be attached, so she’d dance to music.”

He ignored the sharp look Ryan gave him, smiling when the young man’s face brightened at the thought. The young man placed his hands on the counter and leaned forward eagerly.

“Could you?” the young man breathed, looking down at the ballerina like she was the most precious thing he’d ever seen. “That would be absolutely delightful.”

Spencer nodded. “No extra charge for it, either. I haven’t tinkered with creating anything new in a while and could use the delicacy required to do that.”

The comment earned him another sharp look from the feline, but the young man’s face broke into the largest smile Spencer had ever seen on a person. That smile alone felt like currency enough for the bit of extra work. “Oh, _thank you_. How long do you think it would take to make her?”

Spencer calculated mentally, glancing at Ryan. The feline glowered at him before turning his attention to licking at his already immaculate brown tabby coat. “It should take about a week to make, and you can pay for it upon delivery. Where would you like it delivered?”

“To the Urie estate.” The young man paused, biting his lip and suddenly looking embarrassed. “I realize that’s a bit out of the city, so I can pay you extra for the time out of your busy day.”

Another memory sparked across Spencer’s mind, one of two small boys playing in a pond on extensive property, but before he could properly focus on it, like the earlier memory, it was gone. He waved a hand, waving both the memory and the trouble away. “Don’t worry about it. I know where that estate lies. And you are?”

“Brendon. Brendon Urie. I’ll see you in a week, right?” Brendon bit his lip, waving as he headed out after Spencer absently nodded.

No sooner had the door chimed after Brendon than Ryan scratched his chin with a hind leg. “Didn’t you use to have a friend named Brendon? Years ago?”

Spencer shook himself, going to close up shop. He couldn’t help customers with the ghosts of his memories creeping up on him, and he was eager to start working on the commissioned piece.

“That was years ago, Ryan. Besides, even if it’s the same Brendon, he’s forgotten me.”

“Ah yes.” Ryan curled his paw toward him, studying the curve of it before starting to clean the toe pads. “Don’t worry, I forget you quite frequently whenever I’m not faced with you.”

“Flattered, I’m sure.” Spencer rolled his eyes, but he was glad the sarcastic feline was making light of it. He certainly needed it, even though he shouldn’t have been surprised if his customer had indeed been his childhood friend. After all, how could the boy he’d known possibly still remember him? Their lives had changed years ago, when his friend had been sent away to boarding school while Spencer had started working as his father’s apprentice. And now, judging by the state of his friend’s clothes – if it _had_ been his childhood friend – they were even farther apart in status.

Still, it would _not_ do to dwell on the past. He was going to start working on this commission – but first, he was going to eat. After all, he’d skipped his lunch to help Brendon and he knew that once he began focusing on creating Brendon’s ballerina, he’d probably forget all about dinner as well. He went into his workshop in the back of The Clockwork Rabbit, carefully took out the rolled up parchment that contained the plans for the ballerina and took a few of the pieces he’d need to start building her. He had the tools ready in his apartment, because he had a habit of finishing commissioned works at his kitchen table.

As he moved about the workshop for the bits and bobs he needed to start, Ryan hopped up on the main workstation and pawed at the small set of brass goggles that hung from a nail on the wall. He finally got them to fall down and wormed his way into them, so they hung dashingly around his neck. Spencer always found it a bit odd when Ryan wore his goggles while Spencer worked, but as a cat, ‘a bit odd’ came with the territory for Ryan.

“I’m ready,” Ryan said, hopping off the workstation and trotting to the stairs leading up to the apartment. His tail curled into a question mark as he turned toward Spencer, feline features aligning into a curious expression. “Are you coming?”

 

True to his word, a week later, the ballerina was complete. As he did with all his commissioned works, Spencer placed her in an elegant box that was the same sea blues and greens as her dress and closed it with a matching blue ribbon. Ryan even deigned to place his paw on the knot so Spencer could tie the bow.

The cat watched as Spencer changed his clothes from his normal duds to his Sunday best. After all, the Uries _were_ aristocrats, and it wouldn’t do to show up looking like a middle class shopkeeper. Today, the cat was wearing his brass goggles around his neck, and sported tiny clockwork wings that fanned out when a cleverly hidden button on the back of the harness was pressed. Spencer couldn’t remember if he’d built the wings for a project he’d never finished, or if he’d just built them for the hell of it. Either way, once they’d been completed, Ryan had claimed them for his own, and like the goggles, Spencer had never figured out how Ryan managed to get the harness on himself. All Spencer knew was that one moment Ryan would be sans wings and the next, he was wearing them. If anything, the cause behind this odd skill was probably along similar to the fact that Ryan could talk: he was a cat and cats had secrets they kept buried deep in their fur.

“Would you like me to come with you?” Ryan finally spoke up, coming over by Spencer to stretch himself up against the man’s leg as Spencer placed his top hat on his head. “I’m not a kitten anymore, I’m two and I’ve never _been_ to the country, Spencer. Do you think they’ve got mice there?”

Spencer considered saying no, because he knew he’d look absurd if he brought a cat with him on a delivery. But, as he looked down at the cat, complete with shiny brass wings, he guessed that Brendon would be amused by a clockwork cat. Most people tended to be when Ryan wore his wings, which is why Ryan rarely wore them unless it was only Spencer and himself. Cats were _not_ there for people’s amusement, after all. He toyed with the idea of getting Ryan’s traveling basket, but he decided against it. It would be more trouble than it was worth to get Ryan to get inside, and even more to get him to stay there.

The cat, as if he were aware of Spencer’s thoughts, hopped up onto Spencer’s shoulders, settling in with a purr. Spencer knew without looking that Ryan looked to the entire world like the most angelic cat, but he knew better.

Despite his unorthodox shoulder angel, Spencer was able to hail a hansom cab and had it take him all the way out to the Urie estate. As he got out, Ryan shifted his position and weight so that he was sitting perfectly still on Spencer’s shoulder, moving his shoulders just slightly so that his wings were visible.

“Must you sit like that?” Spencer muttered to Ryan after he’d been admitted into the house and had given his card to the housekeeper. Ryan would’ve answered, but settled for a purr when Brendon came in, looking eager.

“Did you bring her? Is she done?” Brendon glanced toward the box before being distracted by Ryan on Spencer’s shoulder. As Spencer had predicted, Brendon broke out into a smile. “Your cat has wings. Did you make those?”

Ryan meowed, clearly proud of himself as he landed lightly on the floor and turned this way and that so Brendon could admire his wings. Spencer had to resist the urge to roll his eyes, but he set Brendon’s clockwork toy on a nearby table and crouched down next to Ryan.

“They even move. Hold still, Ryan.” Spencer pressed the hidden button and Brendon’s eyes widened in wonder as he crouched down on Ryan’s other side, watching as the wings spread out and tucked themselves back in. “Ryan here likes showing them off. He thinks they make him look innocent.”

Brendon looked up at Spencer, smiling wide. This close, Spencer knew for sure that Brendon was his childhood friend; but he made a mental note to never say anything about it unless Brendon mentioned it first. “I suppose Ryan himself told you that?”

In the past, after he’d first gotten Ryan when the cat was a kitten and the kitten had surprised him by talking, Spencer had found that people tended to look at him oddly when he admitted that Ryan could indeed talk. But there was something in Brendon’s earnest face that made Spencer nod. “Oh yes, he never shuts up about how he likes how they match his shiny fur and bright eyes.”

As soon as he’d said it, Spencer wished he hadn’t as something very much like incredulity passed over Brendon’s face. Then the young man shook his head, smiling like nothing had happened and Spencer had said something merely humorous. “I’ve heard that people with pets say that they like to pretend their animals can understand them. But this is the first time I’ve heard of people saying they can understand their _pets_.”

Spencer just nodded, scratching Ryan’s ears. After all, he couldn’t expect someone to understand that animals _could_ talk, they just chose _not_ to. “Something like that, yes.” He straightened up a moment later. “I imagine you’d like to see your ballerina, Lord Urie?”

Brendon nodded. He was still smiling as he stood up, but Spencer didn’t think it was the same sort of smile that the young man had had before Spencer had claimed that Ryan could talk. Even the look of wonder that appeared on Brendon’s face as he watched his ballerina come to life wasn’t as vibrant as it had been back in The Clockwork Rabbit. Spencer got the feeling that it was only polite manners that were keeping the young lord from having Spencer thrown out of the house or worse.

Once he’d collected his payment, thanked Brendon for his patronage and said that he hoped to see the young lord in his shop again soon, Spencer made his way outside. Ryan trotted a step or two in front of him, glancing over his shoulder at him every so often.

“That didn’t go well, did it?” Ryan waited patiently until his master had bent down enough that the cat could hop up to his perch again.

Spencer was about to respond when a cab pulled up in front of the house, and a fashionable young woman was helped out by the driver. For a moment, Spencer thought that she could have been a relative of Brendon’s, a sister perhaps; although he couldn’t see her face under the large fashionable hat perched on the young woman’s head, he could see that she had the same dark hair Brendon had. But then her head tilted up toward the house, and he realized that there was nothing similar to Brendon in the woman’s coolly beautiful features.

He politely tipped his hat toward her as she walked up the stairs, but she barely glanced in his direction as she let herself into the house without waiting for so much as a welcome from the housekeeper. Ryan craned his body around to watch her through the windows that surrounded the door, but Spencer decided it was none of his business and walked downstairs to see if the driver of the hansom cab could take him back to the city.

 

“You could write him,” Ryan announced a couple of weeks later from where he was perched on a shelf behind the counter, all the better to survey the store.

Spencer looked up from where he was drawing the schematics for a new toy – a clockwork pony that would prance when its key was wound – and frowned up at Ryan. He hadn’t realized the store was empty of customers before Ryan had spoken. “Who on Earth am I writing? And why would I?”

The cat jumped from his perch, landing neatly on the counter, and coming over to where Spencer was sitting with his parchment. Ryan placed his paws on one edge of it, leaning over to study the schematics intently before the feline dismissed them in favor of staring pointedly at Spencer. “Lord Brendon. As for why, to say that you were childhood friends and that you are not crazy.” He cleaned his whiskers thoughtfully. “Well, no more than most humans.”

Spencer shooed the cat off the counter, frowning. “I’m not going to write him. I’m not going to tell him we were childhood friends. And I most certainly would not tell him that I’m not crazy. More importantly, why do _you_ care?”

Ryan didn’t respond as a customer came in, cleaning his whiskers as Spencer went to help the patron. When their purchase had been made and they’d left, Ryan looked up from his tail. “To answer your question, I _don’t_ care. But you are my friend, as much as any feline can be friends with their servant, and seeing you sad makes _me_ sad.” He finished with his tail, sitting up and wrapping it around his forepaws. “I don’t much care for this feeling, sadness. So, write your friend.”

“Won’t happen.” Spencer shook his head. He went to look outside his store, and finding no one shopping anymore, he locked the door behind him as he came back in. “Put it out of your mind.”

Ryan didn’t push, but the cat’s ears flattened against his head in his displeasure.

 

“Write him.”

Spencer groaned as he was abruptly woken up by a paw in his eye and an insistent voice. Normally, the only time Ryan was this demanding about something, it involved his meals and the belly that Ryan _swore_ was empty. He considered arguing with the cat, but settled for pushing Ryan off the bed and rolling over, falling asleep again.

 

Spencer had just managed to push the whole mess out of his head, and Ryan had finally stopped demanding that he write Brendon, when Lord Brendon Urie himself walked back into The Clockwork Rabbit.

The young man glanced behind himself like he thought he was being followed, before he crossed the store, setting a small bundle on the counter in front of Spencer. “I imagine that you’re a busy man, and that it’s asking for too much, but…”

When Brendon paused, looking like he was so upset that words were failing him, Spencer took the bundle and unwrapped it. Inside lay the broken body of the ballerina. She didn’t look like she’d just been knocked off a ledge accidentally; she looked like someone had deliberately thrown her to the floor and then stomped on the broken pieces to shatter her to bits. Ryan, who was generally uninterested in the toys and other things that were brought into the store, hopped up onto the counter to poke his nose into the destruction. The cat took a step back, lifting his head up to Brendon as if to ask what happened.

“My fiancée found her and just…” Brendon’s voice caught in his throat as he brought his hands up to mime something being thrown to the floor. Spencer remembered the fashionable young woman he’d seen walk into the Urie mansion when he’d delivered the clockwork toy.

“Sarah hates nonsense like this,” Brendon went on, lifting up one of the pieces, looking like a child whose favorite toy had been destroyed. Remembering how much Brendon had lit up at the sight of the ballerina, Spencer imagined that it probably had been. “She thinks I’m too old for children’s toys.” He set the piece in his hand back onto the pile, looking like he was as broken as the ballerina. “Maybe she’s right.”

“You’re never too old for things that make you smile,” Ryan muttered, hunkering down and glowering at the shattered pieces as if they were the person that had broken it instead. Spencer knew how Ryan felt; even though Ryan had no problem knocking things that couldn’t break off the shelves in the workshop or up in the apartment, the cat was particular about _not_ breaking things in the shop itself. And Ryan _never_ spoke up around anyone that wasn’t _Spencer_ , so seeing the broken ballerina must’ve shaken the cat up.

“Was that-“ Brendon froze, looking at Ryan with wide eyes.

Spencer smiled, trying to look like he hadn’t heard the cat speak. “Don’t be silly. Ryan’s just a cat. He can’t say anything. That was me. Like I said, you’re never too old for things that make you smile.”

Brendon looked skeptically at Ryan, who was now pretending that he hadn’t spoken in front of the young lord – or ever at all -- before he looked up at Spencer and gave him a watery smile. “You’re right. Is that why you build things like her?” He indicated the ballerina.

Spencer breathed an inward sigh of relief, hoping that Ryan wouldn’t put his paw in it again. He didn’t think he could pretend it was him a second time. He smiled warmly at Brendon. “Mostly. I like watching the children’s faces light up when the toys I build move. But the store also belonged to my father, so I like that it brings me closer to him and makes it easier to imagine that he’s still with me.”

“Oh! I’m sorry,” Brendon began, but Spencer waved a hand.

“Don’t be. He’s been gone for a few years now, God rest his soul. There’s no point in my being sad over it anymore, or in you being sorry for his loss.” He began to pick up the pieces of the broken toy, starting to make three piles: one for the pieces Spencer _could_ salvage, one for the pieces he couldn’t, and the third for pieces he couldn’t salvage but could recycle for other purposes. Ryan hopped off the counter and headed upstairs.

Brendon blinked after the cat, momentarily distracted from being upset over the toy. “Where is he going?”

“Ryan?” Spencer looked up from his task, following Brendon’s gaze to the stairs. “Probably to get my tools to start working on this, or to get his goggles for when I work.” He smiled at the incredulous look Brendon gave him. “He’s a cat, so he likes being weird. I think he just likes how the goggles make him look.”

Brendon smiled. He was still looking a bit taken aback, but at least this smile looked more comfortable than the watery one Spencer had gotten before. He leaned against the counter, watching Spencer separate the pieces into the three piles and making small talk. Spencer wasn’t quite sure how long they’d been talking when Ryan came back with his goggles worn gaily around his neck and the tools needed for the delicate work that the ballerina required in his mouth. The cat set the tools by Spencer and submitted to a scratching from Brendon; another first, since Ryan rarely let adults touch him.

“I wish all my days were like this,” Brendon leaned in to whisper conspiratorially to Ryan, who purred loudly. Spencer smiled, keeping his eyes on his work. If Brendon needed someone to talk to, he certainly didn’t mind if Brendon talked to the cat. Too bad Ryan would refuse to talk back; Brendon’s topics of discussion had apparently not changed since they were younger, and Spencer could imagine that the young lord and the cat would be able to talk for hours about their respective interests. “Talking to someone who isn’t being nice to me because of my title but because of _me_ , and who genuinely likes nice things because they are _nice_.”

Spencer looked up despite himself. “How do you know that? The first part, I mean.”

Brendon smiled. “You were nice to me before you knew I was a lord.” He paused, the smile turning shy. “You remind me of someone I used to know before we had to go our separate ways. He was the son of a shopkeeper like you.”

Ryan looked sharply at Spencer at that, but Spencer only smiled back at Brendon. “I try to be nice to anyone that comes into my store. The fact that you’re a lord means very little to me, since all I care about is that you seem like a genuinely nice person, and you have the same love for this little ballerina that I do. That’s what prompted me to make you your very own ballerina. I’ve always felt that I could only give her away to someone that could love her as much as I do, and when you watched her with such reverent wonder, I knew you two were perfect for each other.”

“Really?” Brendon smiled, biting his lip. Spencer nodded and reached over to pat Brendon’s hand, wishing he could do more, but the gesture of friendship seemed to be all the encouragement Brendon needed. The young lord glanced around the empty store before leaning over to quickly peck Spencer’s cheek. “Thank you. I wish I had more people in my life like you…” He trailed off as if he’d suddenly realized that he had never gotten Spencer’s name.

“Spencer. Spencer Smith.” Spencer supplied, smiling and realizing that he didn’t actually mind having to introduce himself again.

Something unreadable passed over Brendon’s face before it split into the most blinding smile Spencer had ever seen. Even the smile that had been on the young man’s face when Spencer had offered to make him a ballerina of his very own wasn’t as bright as this one. “I wish I had more people in my life like you, Spencer Smith.”

“Well, you always know where to find Ryan and me.” Spencer smiled, patting Brendon’s hand again. He could feel Ryan’s eyes on him and could just imagine that it was taking all of Ryan’s feline willpower to not push what the cat knew. “If you ever need a friend, that is. And don’t worry about this little pretty, or paying for her. I never charge my friends.”

When Brendon’s face broke into another smile, Spencer knew that he’d done the right thing when he called Brendon a friend. He wasn’t sure if Brendon remembered him from when they were younger, or if that had been the unreadable expression that had crossed Brendon’s face before, but regardless, it definitely felt like the right thing.

The moment passed when Brendon pulled back as the door chimed and a customer entered. Spencer was about to greet her when he saw it was the young woman he’d seen before, and chose to move the broken ballerina off the counter and hide it on the shelf behind him instead. Ryan hissed at the young woman, moving to guard the toy from even the possibility of more damage.

Brendon gave Spencer an apologetic look as the young woman looked around the shop and frowned when she saw the ballerina that Spencer still kept in the store window.

“Is _this_ where you got that silly little toy, Brendon darling?” She sighed exasperatedly and Spencer moved to save the ballerina from the fate of its sibling.

“Can I help you, miss?” he asked, taking the ballerina out of her reach. From the nervous look Brendon was giving the toy, Spencer guessed that the young lord had feared a similar fate for the clockwork toy. “And I wouldn’t call the ballerina a silly little toy. She was one of the last toys my father created, and one of my best works of art. And as someone who occasionally creates works of art like her, I don’t appreciate it when they are damaged.” He glanced up at her hat, and noticed that it was even more outrageous than the one he’d seen her in last. “You wouldn’t appreciate it much if I were to take a pair of scissors to that hat of yours, would you? Now, what I _would_ appreciate is if you would leave my shop.”

He watched as the young woman puffed up and turned red, clearly mad at his attitude toward her. He didn’t care though; all he could see in his mind’s eye was the broken ballerina and the equally broken look on Brendon’s face when he’d told Spencer who had destroyed it. He braced himself for the tirade that was sure to follow when Brendon came over, resting his hand on the young woman’s and steering her toward the door.

“We’ll be leaving now, alright, Sarah dear? The nice shopkeeper says my toy is damaged too badly to be fixed, so there’s no point in staying,” Brendon said as they walked out, glancing back at Spencer with another apologetic look as they left.

“I want five minutes alone with that _hat_ ,” Ryan snarled into the silence that loomed after the pair had left. He hadn’t left his protective stance by the toy, and was glowering at the door. “That horrible woman. Poor Brendon. He deserves a lot better than her.”

“Like what?” Spencer locked the door and flipped the open sign to closed. He didn’t quite know how he felt about this whole mess, but he agreed with Ryan’s sentiment.  
Ryan settled in where he was, turning his gaze to Spencer. “I don’t know. But ‘Brendon darling’ deserves better than ‘Sarah dear’.”

 

It was a couple of days later when Ryan started up again with the demands that Spencer should write Brendon and tell him that they’d been friends when they’d been younger. This time, though, Spencer gave no comment on the demands, concentrating instead on his work. Ryan’s demands lasted exactly as long as it took Spencer to repair Brendon’s ballerina: all of a week.

 

Spencer would’ve liked to deliver the newly repaired ballerina to Brendon’s the day after he’d finished fixing her, but on the day he intended to bring her to the mansion, he got a new order for a steam engine. He had to reluctantly set Brendon’s ballerina in a place of honor on a shelf in his apartment and considered sending him a short letter saying that he was sorry he couldn’t deliver her on time. Finally, he decided that he couldn’t do that because _Sarah dear_ might intercept the letter and find out.  
Ryan watched him put the clockwork ballerina on the shelf and not write the letter and said nothing.

 

It took exactly three months for Spencer to build the steam engine he’d been commissioned to construct: half a month to draw up the schematics to the owner’s specifications, another month and a half to develop and refine the parts and pieces he needed so the engine wouldn’t blow up the first time it was used, and the rest of the time to put it all together.

During those three months, Ryan had said nothing regarding the clockwork toy, Brendon, or _the witch_ , as he’d taken to secretly calling Brendon’s fiancée during the time it had taken Spencer to repair the toy. But Spencer had caught the cat glancing up at the toy sitting on the shelf when they were in the apartment, and at the door like he was expecting Brendon to come in when they were in the store. That wasn’t to say Ryan had been _silent_ the whole time: he’d been pretty vocal whenever Spencer was particularly wrapped up in building the steam engine. Which was typical territory for the feline; Ryan hated steam engines with the same burning passion he tended to have for Spencer when Spencer neglected to feed him. But it seemed to Spencer that Ryan was using his burning hatred for the steam engine as an outlet for the anger he couldn’t direct toward what Spencer, in his head, called the Brendon Mess.

The steam engine was completed, picked up and paid for a few days later. After the man who’d commissioned it had left, Ryan hopped up onto the counter by Spencer and looked up at the ceiling. Spencer scratched the cat’s back absently, regretting it when Ryan turned to sink sharp little teeth in his hand for his trouble.

“You’re free,” Ryan began, pausing long enough to smooth down the fur Spencer had disheveled. “Go see Brendon before you can get caught up in another commission and you forget about the clockwork doll again.”

Spencer considered disagreeing with the cat on principle, but decided that he’d delayed returning the clockwork ballerina to her owner long enough, and soon found himself upstairs in his Sunday best once more.

This time, Ryan opted not to go, citing that a particular sunbeam-filled ledge was calling his name and enticing him in the way only a sunbeam could tempt a feline of his taste. He did, though, send his regards and well wishes to Lord Brendon and suggested, if the opportunity were to present itself, to bugger one of Lady Sarah’s hats for him.

Spencer couldn’t help but smile at the thought as he headed to the Urie estate, but the smile faded the closer he got there. What if he actually _were_ to run into Lady Sarah while he had the ballerina in his hands? Would she destroy it again? Would she turn on Brendon for having it repaired?

He was mentally prepared for the worst as he arrived, knocking on the door and once more giving his card to the housekeeper. To his surprise, the housekeeper smiled at him and patted his cheek.

“You’re the one that cheered up Master Urie the last time you were here. That shopkeeper with the pretty little clockwork ballerina that played music and danced,” she said, waving him into a nearby chair. “But you don’t have the cat this time.”

“No, sorry, he didn’t want to make the drive out here this time.” Spencer smiled despite himself. “My shop gets a lot of sun, so he likes sleeping on the shelves that get all the best sunlight.”

She nodded as if she’d suspected as much and went to get her master. When he came down, Brendon looked drastically different than he had the last time Spencer had seen him in the store. This Brendon seemed to be more cheerful than before, and his face lit up at the sight of Spencer as he stood up.

“I finished her.” Spencer held out the ballerina, smiling. “Well, I finished her about three months ago, but then I had this commission that needed to be done right away. I would’ve written you, apologizing for the delay, but then I was worried that your fiancée might intercept your mail. She seems the type to do that.”

“Don’t worry about it.” Brendon waved a hand before taking the clockwork toy with the reverence he seemed to have reserved for it, smiling like he had a big secret. “She’s gone. Sarah, I mean.” Spencer wasn’t sure what to say to that news, but Brendon didn’t seem to notice his hesitation and went on, setting the ballerina down on a nearby table as if he were afraid he’d break her himself just by handling her. “I’d been thinking that maybe I was hasty in proposing to her, but after that scene in your shop and the fit she threw on the way home, it just… It came to me. It came to me that I wasn’t happy with her in my life, and that I didn’t need or deserve to be unhappy. I was devastated when she broke my ballerina, but it seemed to pale in comparison to the things she said about how I was behaving when it came to toys like my little clockwork ballerina and how a shopkeeper like you should know your place when presented with aristocracy.”

He smiled down at the ballerina hiding in her flower. “You know why this ballerina called to me, Spencer? When I’d saw her in your window, I just thought she was a pretty clockwork flower. You know, the sort that would open up its petals and close them again when you turned its key. But then I saw her emerge from the petals to dance and I just _knew_ that she was _me_. That I was hiding away from everything in my life, emerging only when someone turned a key to get me to do something.”

He turned toward Spencer, still smiling. “And then the whole mess with you and Sarah happened, and I realized something. I realized that I don’t want to spend my life hiding away, only to emerge when someone turns a key. I told Ryan that I wished I could have more days like I had that day in your store, where we were making small talk, and I meant that. I hadn’t had a day like that since, oh.” He paused, as if trying to remember. “Oh, since I was a little boy. A little boy with a friend named Spencer.”

Spencer froze, wondering what Brendon was getting to and worrying whether he should say something. But he didn’t have to worry or wait long before Brendon spoke up again, was studying him thoughtfully.

“After I broke off the engagement, I asked around to see if anyone remembered my playmate from when I was younger, before I was sent away to boarding school and had to grow up. Some of the servants here are fairly new, and only came to work here when I became Lord Urie after my father, God rest his soul, passed away. But the cook remembered two little boys bothering her for slices of apple pie when she’d make it, or cookies, or any other dessert she was making at the time.” Brendon leaned against the table, looking away as if he were lost in the memories that were replaying themselves in his head. “I pressed her for more information, to see if she remembered my childhood friend. All she could remember was that he was the son of a clockwork maker and inventor who lived in town and who did odd jobs for my father. The housekeeper overheard my questions, and said that she remembered him. Little Spencer Smith.” He looked back at Spencer, smiling quietly. “That was you, wasn’t it? My friend when I was younger?”

Even though he knew Brendon was right, Spencer toyed with the idea of denying it but found himself nodding. “I was. It wasn’t until the first time I was here in this house as an adult and seeing you up close that I knew you were my childhood friend, but. I am that Spencer Smith.”

“Why didn’t you say anything?” Brendon watched him with quiet eyes.

Spencer shrugged. “What _could_ I say? ‘Hullo, remember me? We used to tear around the front lawn together as youngsters’? That’d go over well, especially if you _didn’t_ remember.”

Brendon smiled, nodding. “I guess I can understand why you wouldn’t, in that case. I can’t necessarily blame you, either. If I’d known who you were when we first met and you hadn’t known who I was, I’d have done exactly like you had and just not said anything.” He looked around, curiously. “No Ryan this visit?”

Spencer blinked at the change in topic, wondering what had brought that on. Though in a way, he didn’t mind too much; it was clear that they were both more than alright with the knowledge that the other remembered them from childhood. “No, no Ryan this visit. There was a patch of sunlight and a high shelf, and well. You know how cats are.” He shrugged faintly, smiling.

“Oh good.” Brendon bit his lip, glancing down shyly. “Not that I’m _happy_ he’s not here, because I’d like to see him again, but…” He glanced around as if to see if anyone was watching them before he cupped Spencer’s face in his hands and leaned forward to kiss Spencer softly.

Although it had been a while since Spencer had last courted someone, he was definitely no stranger to kissing, but this kiss surprised him. After all, he’d gotten no hints to Brendon’s interest before now, and they’d been far too young when Brendon had been sent to boarding school for Brendon to have been sweet on him all those years. But there was just something about how soft the young man’s lips felt against his, how sweet, and Spencer soon found himself kissing back with the same gentleness that Brendon was using.

He wasn’t quite sure how long they’d been kissing when Brendon pulled away, blushing faintly as if he had suddenly realized just what he was doing. “I shouldn’t have done that. I didn’t even think you might be interested….”

“No, don’t worry about it.” Spencer shook his head, curling his fingers around Brendon’s wrist to keep him from pulling away more. He smiled, bringing up his other hand to stroke Brendon’s cheek. “I’ll consider it a show of gratitude for fixing and returning your ballerina, okay?”

Brendon smiled back, turning his head to kiss Spencer’s palm before he pulled away. “Alright. I have things to do or I’d love to ask you to stay for dinner so we could reminisce on our younger days. I’ll come visit you in the store some day soon, alright? Tell Ryan I missed him.”

Spencer nodded, watching as Brendon left before he made his own leave. He was in a good mood the whole way back to London, and was still smiling when he let himself in his shop.

Ryan, he soon found, was exactly where the feline had said he’d be: high up on a shelf that still managed to catch the sunlight. Ryan’s head lifted from his forelegs when the door opened, surveying Spencer with a mild expression. He stayed where he was though, continuing to eye Spencer while the man locked up the store, humming to himself and still thinking about how Brendon’s mouth had felt against his.

“What on Earth has gotten into you?”

Spencer started, having forgotten in his reverie that Ryan was still in the shop. He turned to look at the cat as he jumped down from his perch, briefly fixing Spencer with a curious glance before he trotted up the stairs to the apartment.

“Brendon missed you today,” Spencer said conversationally. It wasn’t that he didn’t want to tell Ryan about the kiss so much as that he wanted to savor it some more in his mind. Besides, the feline would probably find a way to be disgusted by it.

“I hope you sent my apologies and explained the delicate position I was in as well as my appointment with a sunbeam and a nap.” Ryan fidgeted outside the apartment door before Spencer unlocked it for him.

“I did.” Spencer smiled as the memory of the visit came back to mind. He set his top hat down on the kitchen table as he made his way toward his bedroom. Ryan looked questioningly toward the kitchen before following, tail curling in a question mark. “Brendon says he’ll be visiting some day soon.”

Ryan frowned as Spencer changed into his nightshirt and hung up his good clothing. “You’re missing large chunks of your story. And my dinner.” The cat jumped onto the bed, sitting down and curling his tail around himself as he continued to frown. “It’s not that I care about the fact that there are gaps in what you’re telling me and that they’re glaringly large. I do, though, care about my lack of a dinner. _Fix it_.”

Spencer grinned, scratching the cat’s ears, but he did go into the kitchen to make dinner for himself and the impatient feline. He didn’t, though, indulge the feline’s other concerns.

 

Even though, in the days that followed, Spencer caught Ryan peering at him like Spencer was a new sort of prey that Ryan hadn’t figured out how to catch, it wasn’t until a few days later that Ryan jumped up onto Spencer’s shoulder in The Clockwork Rabbit. The cat balanced himself on landing, actually mindful for once about not smacking Spencer in the back of the head with his clockwork wings. He cleaned a paw as he patiently waited for Spencer to finish waiting on his customer and the store to have emptied before he took the newly washed paw and smacked Spencer upside the head with it.

“You have been acting strange since you delivered Brendon’s clockwork ballerina. There is only room enough in this shop for one strange creature, and we can both agree that as a feline, I am more qualified for strangeness than you are.” Ryan positioned himself so that he could look Spencer in the eye from his perch. “Out with it. I have been more than patient. I couldn’t possibly be more patient than if I were offered the wonders of the glorious bounties of all the great oceans in the world.”

Spencer knew very well that, had someone actually _offered_ Ryan the wonders of the glorious bounties of all the great oceans, the cat would be impatient enough until he would be allowed to eat them, in which case, the cat would eat his gluttonous fill until he ate himself into an early grave. But then, he also knew that he would only get another paw upside the head, this time with claws extended, if he said as much. He briefly considered just not answering the question before he realized that doing so would merit another paw upside the head just as well. “Fine. Brendon kissed me when I delivered his ballerina.”

Ryan jerked in surprise, the wings clattering against each other. The cat would’ve fallen off his perch if he hadn’t dug his claws into the fabric -- and the meaty flesh of Spencer’s shoulder. He stared at Spencer. “What? Why?” He paused, taking the moment to pull himself together as if he were aware of how undignified he currently looked. “Did you enjoy it?”

Spencer was about to answer Ryan’s questions when the door chimed and Brendon himself came in. The young lord’s face broke into a huge smile as he saw the pair of them.

“Hello, Ryan, I missed you when Spencer brought my ballerina back to me,” Brendon said, offering his hand for the feline to sniff before scratching under Ryan’s chin. “Did Spencer tell you?”

“I did.” Spencer smiled, glancing around the empty shop and making sure that no one was passing by before giving Brendon a quick peck on the lips. Brendon looked surprised for a moment, but smiled back.

Ryan, though, made a gagging sound and hopped off Spencer’s shoulder, sauntering toward the workshop like public displays of affection were beneath his interest. Spencer thought he caught a “There’s that question answered” as the cat walked away, but since Brendon didn’t react, he was sure he’d only imagined it.

“What brings you here?” Spencer smiled at Brendon. He suddenly wanted to kiss the other man again, but knowing his luck, another customer would come in. And Spencer was sure that he would _not_ want the interruption, even if he wasn’t entirely sure what Brendon was looking for. After all, Brendon had broken up with his fiancée _before_ that first kiss at the Urie estate, and kisses didn’t always mean someone was entirely interested in anything more.

“I wanted to see you.” Brendon ducked his head. He was looking a bit shy, but Spencer could see that Brendon was watching him from under his lashes, making the shy expression anything but innocent. “Are you free? To have that talk we were talking about, or…?”

“Talk?” Spencer could have sworn that Ryan had retreated to the workshop, but the cat was poking his head around the counter and looking very interested. “So there was more than just a kiss, Spencer.”

“Did your cat just - “ Brendon blinked, pulling away from Spencer as he stared at the cat. Ryan, for his part, came around the counter and sat down, looking back.

Spencer considered his options for a moment before flipping the sign in the window to closed, but he didn’t lock the door just yet. He wanted to close up completely, have that talk with Brendon in the privacy of his apartment, but he also wanted to give Brendon the opportunity to run if he wanted to. Because this was bound to be an awkward conversation to be having with another person, especially one who Spencer wanted to be friends with again. Or, perhaps, more than friends.

But before Spencer could open his mouth, Ryan stretched and did the talking for him. “Yes, the cat just talked. The trick is, though, to get the cat to shut up.” Ryan started to groom his whiskers as he spoke. “You heard me the other time as well. I don’t talk around people, but Spencer says you two used to be friends, and you both seemed to enjoy that kiss. So if you’re going to be a frequent visitor to the shop, you may as well know that the cat talks.” He finished with his grooming, setting his paw down on the floor once more, and looked up at Brendon. “All animals can talk. We just don’t _choose_ to. Besides, it suits my entertainment for people to think Spencer’s a few gears short of a pocket watch if he tells anyone that animals can talk, especially his cat.”

“Your cat is talking,” Brendon whispered to Spencer, but he kept wide eyes trained on Ryan.

Brendon didn’t seem like he was going to run, so Spencer locked the door and laid a gentle hand on Brendon’s arm. “He does that. A lot, actually.” He paused, smiling when Brendon turned those wide eyes to him. “As Ryan said, the trick is getting him to shut up.”

Brendon still looked a bit skeptical as he looked at Ryan once more, but the look only lasted a few more moments before he pulled himself together with a small smile. “A talking cat is no stranger than finding a childhood friend again and realizing that you liked him then, and that you still do.”

Spencer blinked, opening his mouth to question Brendon, but Brendon beat him to it. He pulled Spencer close, kissing him slowly. Spencer vaguely heard Ryan snorting and announcing that he was going to hide in the workshop if they wanted to move the kissing upstairs.

“Smart cat,” Brendon whispered against Spencer’s lips.

“Don’t let him hear you say that.” Spencer chuckled, pulling away to take Brendon’s hand and lead him upstairs to the apartment. “Now that you know he can talk, he’ll never let you forget it.”

“Cats can talk,” the young man breathed as he followed Spencer up the stairs. “And young inventors make beautiful clockwork toys that fit lonely young lords perfectly.”

“I wouldn’t say that,” Spencer began as he opened the door to the apartment, but anything more was forgotten when Brendon pressed himself up against Spencer and kissed him slowly.

“Bedroom?” Brendon whispered, fingers sliding up to work the buttons on Spencer’s shirt.

“This way,” Spencer gestured vaguely, bringing his own hands into play to get Brendon’s clothes off.

Somehow, the pair of them made it to the bedroom, losing clothes along the way, until they both fell back against the bed. Brendon was only wearing his slacks and top hat, and Spencer was only in his slacks, but neither seemed to care as Brendon pulled Spencer on top of him.

Spencer pressed himself against Brendon with a soft sound, pulling back from kissing him. “Are you sure?”

Brendon smiled up at Spencer, reaching up to cup his face in his hands and pulling Spencer down for a longer kiss in response. This one was different than the ones that had come before; more demanding than lazy, with Brendon’s tongue searching Spencer’s mouth, as if Brendon was trying to show with his mouth what he wanted from Spencer.

Spencer groaned, pulling back once more so they could lose the last bit of clothing they both wore. Once they were both naked, he resettled on top of Brendon, stroking his hip.

“I won’t break like the ballerina.” Brendon smiled, reaching down to bring Spencer’s fingers up and suck them into his mouth. Spencer bit his lip with a low groan, eyes darkening as he watched. “Besides, you wouldn’t let me break, would you?”

“Lord no.” Spencer kissed Brendon firmly, moving his hand down between Brendon’s legs. Brendon moaned against his mouth, spreading his legs and guiding Spencer’s hand. Between the two of them, they carefully worked Brendon open. Spencer knew Brendon was ready when Brendon gasped hard against his mouth and arched up under him.

Spencer shifted his weight, bracing himself with one arm, and pushed in slowly. Brendon bit down hard on his lower lip, as Spencer paused once he was fully inside, before wrapping a leg around Spencer’s waist. Someone moaned – Spencer wasn’t sure if it was Brendon or himself, or both of them – as Spencer started an easy pace.

With the steady pace Spencer was setting and Brendon was meeting with every slow thrust, it didn’t feel like it was fast enough or soon enough before both of them were moving frantically. It wasn’t much longer before one, then the other came with soft cries and moans, and Spencer collapsed on top of Brendon.

Spencer wasn’t sure how long he stayed there before Brendon shifted with a quiet laugh and kissed his shoulder.

“Good talk.” Brendon smiled slowly, kissing his way up to Spencer’s mouth and claiming it with a soft kiss. It was soon ruined by a large yawn and Brendon’s eyes starting to close.

“Very good talk.” Spencer smiled back, echoing the yawn. He rubbed Brendon’s hip, shifting so he wasn’t quite on top of Brendon anymore, and he was about to suggest that Brendon go to sleep when he realized that the other man already had.

“About time.” Ryan jumped up on the bed, inserting himself in the space left between one of Brendon’s legs and Spencer’s. At some point, the feline had taken the wings off, probably downstairs in the workshop.

Spencer watched Brendon sleep, chuckling softly before he followed his new lover into sleep. Ryan’s opinion suited Spencer just right.

The End


End file.
